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HomeMy WebLinkAboutResolution - 2007-R0388 - PO - Bentley Instruments Inc.- Bentley Somacount 150 Cell Counter - 08/23/2007Resolution No. 2007-80388 August 23, 2007 Item No. 5.25 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute a Purchase Order Contract and any associated documents with Bentley Instruments, Inc., of Chaska, Minnesota, for purchase of a Bentley Somacount 150 Cell Counter, which Purchase Order Contract and any associated documents are attached hereto as Exhibit A and made a part hereof for all intents and purposes. Passed by the City Council this 23rd day of August , 2007. 00, DAVID A. MILLER, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: i Tommy Camde , hea6 Director APPROVED AS TO FORM: 1 AA on Vandiver, Attorney of o sel DDres/Sentley[nstPOcon07 Res August 9, 2007 Y rl� U R C H A S TO: BENTLEY INSTRUMENTS, INC. PO BOX 150 4004 PEAVEY ROAD CHASKA MN 55318 INVOICE TO: CITY OF LUBBOCK ACCOUNTS PAYABLE P.O. BOX 2000 LUBBOCK, TX 79457 CITY OF LUBBOCK E 0 R D E R Page Date - Order No. Brn/Plt - SHIP T0: CITY OF LUBBOCK 1902 TEXAS AVE LUBBOCK TX 79401 BY: vI%% t-4 1 8/09/07 315874 000 OP 3511 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -y - - - - - - - - - - - - - - - -------- Ordered -------Ordered - 08/09/07 Freight - FOB Destination Frt Prepaid Requested 10/31/07 Taken By - MARTA ALVAREZ Delivery - Quote Dated 8/2/2007 Sole Source Purchase Description / Supplier Ite Ordered UM Unit Cost UM Extension Req. Dt --------------------------------------- ------------- -- ------------ -------- Bentley Somacount 150 Cell 1.000 EA 40,000.0000 EA 40,000.00 10/31/07 Counter for Milk INSURANCE REQUIREMENTS: Commerical General Liability - 300,000 General Aggregate Products-Comp/OP AGG Personal & Adv. Injury Automotive Liability - 300,000 Any Auto - Combined Single Limit Works Compensation - Statutory Amounts 100,00 This purchase order encumbers funds in the amount of $40,000 for the purchase of a Bentley Somacount 150 Cell Counter, awarded to Bentley Instruments, Inc. of Chaska, MN on August 23, 2007. The following is incorporated into and made part of this purchase order by Price Quotation dated August 2, 2007. Resolution # 2007—RO388 CITY OF LUBBO '�' 4_�? ,�'/—�. David A. Miller, Mayor K/� ATTEST: Rebecc4 Garza, City Secretary Total Order ------------------------------------------------------------------------------------- Terms NET 15 DAYS 40,000.00 TERMS AND CONDITIONS IMPORTANT: READ CAREFULLY STANDARD TERMS AND CONDITIONS CITY OF LUBSOCK, TEXAS Sailer and Buyer agree as follows: I. SELLER FO PACKAGE GOODS. Setter wall package goads in accordance with good commercial practice. Each shipping container shall he clearly and permanently marked as follows (a) Seller's name and address, (b) Consignae's name, address and purchase order Or purchase release number and the .supply agreement number if applicable, (cl Container number ami total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing slip. Seiler shall bear cost of packaging unless otherwise provided Goods shall he suitably packed to secure lowest transportation ctists and to cunForm with requirements of common carriers and any applicable specifications. Buyeir s count or weight shall be final and conclusive on shipments not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the goads under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery. 4. NOREPLACEMENTOFDEFECTIVE TENDER. Every tenderofdeliveryol'goodsmust fully comply with all provisions of this contract as to time of delivery, quality and the like. If a lender is made which dues not fully conform, this shall constitute a breach and Seller shall not have the tight to substitute a conforming tender, provided, where the time for performance has not yet expiml, the Seller may reasonably notify, Buyer of his intention to cure and may then make a conforming tender within the contract time but nut afterward. 5. INVOICES & PAYMENTS. a. Seller shall submit separate invoices, in duplicate, one each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the wpply agreement number i f applicable.. Invoices shall be itemized and transpartatiun charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, should be attached to the invoice. Mail Tm Accounts Payable, City of Lubbock, P.O. Box 2000, Lubbock. Texas 79457. Payment shall not be due until the above instruments are submitted after delivery. ti. GRATUITIES. The Buyer may, by written notice to the Seller, camel this contract without liability to Seller if it is determined by Buyer that gratuities, in the Form of entertainment, gifts ur otherwise, were offeredor given by the Seller, or any agent or representative of the Seller, to any officer aro employee of the City of Lubbock with a view to securing a contract car securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respectto the performing of such a contract. In the event this contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled, in addition to any other fights and remedies, to recover OF withhold the amount of the cost incurred by Seller in providing such gratuities. 7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof irscades the cart of any special tooling or special test equipment fabricated or required by Seller for the purpose of Filling this Order, such special tooling equipment and any process sheets related therein :shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. g, WARRANTY -PRICE. a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current process on orders by others for products of the kind and specification covered by this agreement for similar quantities- under similar of like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's vnent prices on orders by others, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's actual capensc b. The Seller warrents that no person or selling agency has been employed or retained to solicit or setae this contract upon an agreement ur understanding for commission, percentage, brokerage. or contingent fee excepting bona Fide employees of bona fide established commercial or selling agencies maintained by the Set ler for the purpose of securing business. For breach of vicialion of this warmnty the Buyer shallhave the right in addition to any other right of rights to cancel this contract without liability and to deduct from the contract prim, or otherwise recover without liability and to deduct from the contract price, w otherwise recover the full amount ofsuch commission, parentage, brokerage or contingent fee. 9. WARRANTY -PRODUCT. Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. Seller warrants that the goods furnished will conform to the specification, drawings, and descriptions listed in the bid invitation, and to the samplefs) furnished by the Seller, if any. In the event of a conflict or between the specifications, drawings, and dmniations, the specifications shall govem. Notwithstanding any provisions contained in the contractual agreement, the Seiler represents and wun-ants fault -free performance and fault -free result i n the processing date and date related data (including, but nut limited to calculating, comparing and sequencing) of all hardware, software and firmware products delivered and services provided under [has Contract, indiv idual ly or in c mbination, ax the case may be from the eR'ntive date of this Contract. Also, the Seller warrants the War200f) calculations will be recognized and accommodated and will not, inanyway, result in hardware, software or firmware failure. The City of Lubbock, at its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to follow in Order to comply with all the obligations contained herein. The obligations contained herein apply to products and services provided by the Seller, its stilt -Seller Or any third party invoived in the creation or ddeveiupment of the products and services to he delivered to the City of Lubbuck under this Contract. Failure to comply with any of the obligations contained herein, may result in the City of Lubbock evading itself of any of its rights under the law and under this Contract including, but not limited to, its right pertaining to renminahon or default. The warranties contained hereon are semen and discrete from any other warranties specified in this Contract, and are nut subject to any disclaimer of warranty, implied Or expressed, dr limitation of the Seller's liability which may he specified in this Contract, its appendices, its, schedules. its annexes or any document incorporated in this Contract by reference. 10. SAF ETY WARRANTY. Seiler warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occupational Safety, and Health Act of 1970. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller's expense. In the event Seiler fails in make the appropriate correction within a reasonable time, correction made by Buyer will be at the Seller's expense. 11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this cantract fur sale Seller agrees to ascertain whether goods manufactured in Accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person byway of infringement of the like. Buyer makes no warranty that the production of guuds aecooding to the specification will not give rise to such a claim, and in no event shall Buyer he liable to Seller for indemnification in the event that Seller is sued On the grounds of infringement of the like. If Seller is of the opinion that an infringement or the like will result, he will notify the Buyer to this effect in writing. within two weeks after the signing of this agreement. If Buyer does not receive notice and is subsequently held liable for the infringement or the like, Seller will save Buyer harmless. If Seller in good faith ascertains the production of the goods in Accordance with the specifications will result in infringement or the like, the contract shall be null and void. 12. RIGHT OF INSPECTION. Buyer shall have the right it) inspect the goods at delivery before accepting them. 13. CANCELLATION. Buyer shall have the right to camel for default all or any part of the undelivered portion of this order if Seiler breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of hankmptcy. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14. TERMINATION. The perfarmarsce ofwork under this order may be terminated in whole, or in part by the Buyer in accordance with this provision. Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" specifying the extent to which perfannan" of work under the order is terminated and the date upon which such termination becomes effective. Such right or termination is in addition to and not in lieu of the rights of Buyer set forth in Clause 13, herein. 15. FORCE MAJEURE. Neither party shall be held responsible far losses, resulting if the fulfillment of any tens of provisions of this contract is delayed or prevented by any cause not within the control of the party whuse performance is interfered with, and which by the exercise of reasonable diligence said party is unable to prevent, 15. ASSIGNMENT -DELEGATION. No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purpose unless merle in conformity with this paragraph. 17. WAIVER. No claim or right arising out of a breach of this contractcan be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids, and any other documents provided by Seller as part of his bid, is intended by the parties as A final expression of their agreement and intended also as a complete and exclusive statement of the tens of their agreement. Whenever a term defined by the Uniform Commercial Coote is used in this agreement, the definition contained in the Code is to control. 19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Cale. Where ever the term "Unifan Commercial Code" is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in fume on the date of this agreement. 20. RIGHT TO ASSURANCE. Whenever one party to this contract in good faith has reason to question the otter party's intent to perforin he may demand that the other party give written assurance of his intent to perform. In the event that A demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the canons[ 21, INDEMNIFICATION. Seger shall indemnify, keep and save harmless the Buyer, its agents,. officials and employees, against all injuries, deaths, loss, damages, claims. patent claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in consequence of the granting of this Contract or which may anywise result therefrom, whether ar not it shall be alleged or determined that the act was caused through negligence or omission of the Seller fir its employees, or of the subSeller or assignee or its employees, if any, and the Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs .and Other expenses arising therefrom of incurred in connection therewith, and, if anyjudgment shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses. s.visfy ;ud discharge the same Seller expressly understands and agrees that any hied required, by this Cumraet, or otherwise provided by Seller, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Buyer As herein provided. 22. TIME. It is hereby expressly agreed and understood that time is of the essence for the performance of this contraer, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. 23. MBE. The City of Lubbock hereby notifies all hidders that in regard to any contract entered into pursuant to this request, minority and women business enterprises will be afforded equal oppornnihes to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex or natural ongan in consideration for an award. Rcv. 08/2005